Item 1.01 Entry into a Material Definitive Agreement
Forward Purchase Agreement Side Letter
On
The foregoing description of the Side Letter does not purport to be complete and is qualified in its entirety by the terms and conditions of the Side Letter filed as Exhibit 10.1 hereto and incorporated by reference herein.
Cautionary Statement Regarding Forward Looking Statements
This Report contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Transactions between ENNV and Fast Radius. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "scales," "representative of," "valuation," "opportunity," "plan,"
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"may," "should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. Forward-looking statements are predictions,
projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this Report, including but not
limited to: (i) the risk that the Transactions may not be completed in a timely
manner or at all, which may adversely affect the price of ENNV's securities,
(ii) the risk that the Transactions may not be completed by ENNV's business
combination deadline and the potential failure to obtain an extension of the
business combination deadline if sought by ENNV, (iii) the failure to satisfy
the conditions to the consummation of the Transactions, including the requisite
approvals of ENNV's and Fast Radius' stockholders, the satisfaction of the
minimum trust account amount following any redemptions by ENNV's public
stockholders and the receipt of certain governmental and regulatory approvals,
(iv) the lack of a third party valuation in determining whether or not to pursue
the Transactions, (v) the risk that ENNV's proposed private offering of public
equity is not completed, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger agreement
relating to the Transactions, (vii) the effect of the announcement or pendency
of the Transactions on Fast Radius' business or employee relationships,
operating results and business generally, (viii) the risk that the Transactions
disrupts current plans and operations of Fast Radius, (ix) the risk of
difficulties in retaining employees of Fast Radius as a result of the
Transactions, (x) the outcome of any legal proceedings that may be instituted
against Fast Radius or against ENNV related to the Merger Agreement or the
Transactions, (xi) the ability to maintain the listing of ENNV's securities on a
national securities exchange, (xii) changes in the competitive industries in
which Fast Radius operates, variations in operating performance across
competitors, changes in laws and regulations affecting Fast Radius' business and
changes in the combined capital structure, (xiii) the ability to implement
business plans, forecasts, and other expectations after the completion of the
Transactions, and the ability to identify and realize additional opportunities,
(xiv) risks related to the uncertainty of Fast Radius' projected financial
information, (xv) risks related to Fast Radius' potential inability to become
profitable and generate cash, (xvi) current and future conditions in the global
economy, including as a result of the impact of the COVID-19 pandemic,
(xvii) the risk that demand for Fast Radius' cloud manufacturing technology does
not grow as expected, (xviii) the ability of Fast Radius to retain existing
customers and attract new customers, (xix) the potential inability of Fast
Radius to manage growth effectively, (xx) the potential inability of Fast Radius
to increase its cloud manufacturing capacity or to achieve efficiencies
regarding its cloud manufacturing process or other costs, (xxi) the
enforceability of Fast Radius' intellectual property rights, including its
copyrights, patents, trademarks and trade secrets, and the potential
infringement on the intellectual property rights of others, (xxii) Fast Radius'
dependence on senior management and other key employees, (xxiii) the risk of
downturns and a changing regulatory landscape in the highly competitive industry
in which Fast Radius operates, (xxiv) the risk that Fast Radius may require
additional funding for its growth plans and may not be able to obtain any
additional financing on terms that are acceptable to Fast Radius or at all and
(xxv) costs related to the Transactions and the failure to realize anticipated
benefits of the Transactions or to realize estimated pro forma results and
underlying assumptions, including with respect to estimated stockholder
redemptions. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
which will be more fully described in the "Risk Factors" section of ENNV's
Quarterly Reports on Form 10-Q, the Registration Statement (as defined below),
the Proxy Statement/Prospectus (as defined below) and other documents filed by
ENNV from time to time with the
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Additional Information and Where to Find It
This Report relates to the proposed Transactions between ENNV and Fast Radius.
ENNV filed a registration statement on Form S-4 (as amended, the "Registration
Statement"), including a proxy statement/prospectus (the "Proxy
Statement/Prospectus), relating to the Transaction with the
Participants in the Solicitation
ENNV, Fast Radius and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from ENNV's stockholders in connection with the Transactions. A list of the names of such directors and executive officers and information regarding their interests in the Transactions is included in the Proxy Statement/Prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This Report shall not constitute an offer to sell or exchange or the
solicitation of an offer to buy or exchange any securities, nor shall there be
any sale or exchange of securities in any jurisdiction in which such offer,
solicitation, sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of the
Item 9.01 Financial Statements and Exhibits
(d) Exhibits: Exhibit Description 10.1 Side Letter to Forward Purchase Agreement, dated as ofJanuary 20, 2022 , by and amongECP Environmental Growth Opportunities Corp. ,ENNV Holdings, LLC andGoldman Sachs Asset Management, L.P. 104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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